EXHIBIT 10.62
DIRECTOR COMPENSATION AGREEMENT
THIS DIRECTOR COMPENSATION AGREEMENT (the "Agreement") is entered into on
__________, and is effective ____________, by and between Arcadia Resources,
Inc., a Nevada corporation (the "Company") and the undersigned, a ____________
resident ("Director").
RECITALS
WHEREAS, Director has been elected to fill a vacancy on the Board of
Directors for a term beginning the effective date designated above and until
Director's successor shall have been elected and shall qualify or Director's
earlier resignation or removal from office, and has been or may be appointed as
a member of one or more Committees of the Board; and
WHEREAS, Director has accepted election to the Board and agrees to accept
appointment to such Committees as the Board may designate and the Company
desires that Director exert his or her utmost efforts in such capacities to
improve the business and increase the assets of the Company; and
WHEREAS, simultaneously herewith, the Company and Director have executed a
Stock Option Agreement relative to Director's annual retainer compensation for
service as a Director and member of such Committees of the Board to which she
may be appointed from time to time.
NOW, THEREFORE, in consideration of the foregoing and Director's service
to the Company as a Director and Committee Member, the Company agrees to
compensate Director as follows:
1. ANNUAL RETAINER. The Company agrees to compensate Director, and
Director agrees to accept, an annual retainer in the amount of $25,000 for
service as a Director and member of such Committees of the Board to which he may
be appointed. For purposes of this Agreement, the period of the annual retainer
shall commence on July 1 and end on the following June 30. The $25,000 annual
retainer shall be payable by an award of options to purchase shares of the
Company's common stock having an aggregate value of $25,000, with the number of
shares issuable on exercise of such options determined utilizing acceptable
modeling techniques mutually agreed to by Director and the Company. The details
of such options are set forth in the Stock Option Agreement executed on even
date hereof.
2. MEETING FEES. Director shall receive and accept the following
additional compensation for service as a Director and Committee member:
a. For each Board of Directors' meeting attended by Director, either
in person or by telephonic conference, Director shall be paid $1,000,
which shall be payable in shares of common stock of the Company.
b. For each Committee meeting attended by Director, either in person
or by telephonic conference, Director shall be paid $500, which shall be
payable in shares common stock of the Company.
The number of shares issuable shall be determined by dividing $1,000 in the case
of a Board of Directors meeting, and $500 in the case of a Committee meeting, by
the per share price of the Company's common stock quoted at the close of
business on the date of such meeting or the last business day preceding such
meeting if held on a weekend or a legal holiday. In the event any fractional
share shall result, any fractional share shall be rounded to the nearest whole
number of shares.
3. EXPENSES. Director shall additionally be reimbursed for all reasonable
expenses incurred by her in connection with her positions as Director and Audit
Committee Member.
4. BINDING EFFECT. Except as herein otherwise expressly provided, this
Agreement shall be binding and inure to the benefit of the parties hereto, their
successors, legal representatives and assigns.
5. WITHHOLDING. Director agrees to cooperate with the Company to take all
steps necessary or appropriate for the withholding of taxes by the Company
required under law or regulation in connection herewith.
6. MISCELLANEOUS. This Agreement shall be construed under the laws of the
State of Michigan, without application to the principles of conflicts of laws.
This Agreement constitutes the entire agreement between the parties with respect
to its subject matter. There are no prior or contemporaneous written or oral
agreements, understandings, or representations, directly or indirectly related
to this Agreement that are not set forth herein. The terms and provisions of
this Agreement may be altered or amended in any of their provisions only by the
signed written agreement of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ARCADIA RESOURCES, INC.,
A NEVADA CORPORATION
By: ________________________________________
Its: ________________________________________
________________________________________
Director
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